Prepared by R.R. Donnelley Financial -- EX-10.18




 Exhibit 10.18 

[ZP LETTERHEAD] 
 January 31, 2014 

Mr. Nandan Oza 
  

	 	Re:	Amendment to Employment Agreement  

 Dear Nandan: 

This letter agreement (this “Amendment”) amends certain provisions of the amended and restated employment letter agreement
among you, Zosano Pharma, Inc., a Delaware corporation (the “Company”), and ZP Holdings, Inc., a Delaware corporation and the Company’s parent (“Parent”), dated July 22, 2013 (the
“Agreement”). 
 1. Level of Effort. You have requested that your committed level of effort be reduced from
full-time to half-time. Therefore, notwithstanding Sections 1 and 2 of the Agreement, effective February 1, 2014 (i) you will be employed on a part-time basis and will work approximately a half-time schedule; (ii) your annual base
salary will be $180,000; and (iii) you will be entitled to one and one-half weeks (7.5 business days) of paid vacation per year. Your benefits as described in Sections 2(b), (c), (d) and (f) of the Agreement will remain unchanged.

 2. Change in Control. The Agreement contemplates certain benefits to you in the event of a termination of your employment under
certain circumstances following a Change in Control, which is defined in the Agreement to include various business combinations involving the Company or Parent. The parties desire to amend the definition of “Change in Control” to include a
stock sale involving the Company or Parent. Accordingly, the parties agree that the Agreement is hereby amended to delete Section 6(b) thereof in its entirety, and to insert the following in its place: 

“(b) “Change in Control” means (A) the sale, lease, exchange, transfer or other disposition of all
or substantially all of the assets of the Company and its Affiliates, or (B) any merger, consolidation or other business combination or stock sale (other than a sale of stock for capital raising purposes) that results in the holders of the
outstanding voting securities of the Company or Parent immediately prior to such transaction beneficially owning or controlling immediately after such transaction less than a majority of the voting securities of the Company or Parent, respectively,
or the surviving entity or the entity that controls such surviving entity.” 
 Except as expressly amended by this Amendment, the
Agreement remains in full force and affect and otherwise unchanged. The Agreement shall, together with this 








 
Amendment, be read and construed as a single document. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute
one and the same instrument. This Amendment shall be governed and construed in accordance with the laws of the State of California, without regard to the conflict of laws principles thereof. 

Please indicate your agreement to the Amendment by signing below and returning a copy of this letter to the Company at your earliest
convenience. 
  

					
	Very truly yours,
	
	ZOSANO PHARMA, INC.
		
	By:	 	 /s/ Vikram Lamba

		 	Name:	 	Vikram Lamba
		 	Title:	 	President and CEO
	
	ZP HOLDINGS, INC.
		
	By:	 	 /s/ Vikram Lamba

		 	Name:	 	Vikram Lamba
		 	Title:	 	President and CEO


  

	
	Acknowledged and agreed by:
	
	 /s/ Nandan Oza

	Nandan Oza


  
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